HomeMy WebLinkAboutContract 39482-AD1 (2)FORT WORTH
ADDENDUM TO AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
IL
y
WEST PUBLISHING CORPORATION d/b/a WEST GOVERNMENT SERVICES
Title of Agreement: CLEAR SERVICES —TEXAS CALIR SERVICES ("the Agreement")
Vendor: West Publishing Corporation d/b/a West Government Services (West)
Agreement Number: CCG-CALIR-2010-001
Term of Agreement: September 1, 2015 — August 31, 2016
The Agreement will renew for an additional one year period from September 1, 201� through
August 31, 2011r, unless terminated sooner in accordance with this Agreement.
Notwithstanding any language to the contrary in the attached Agreement presented by West
Publishing Corporation d/b/a West Government Services (West) for computer assisted legal
and investigative research services ("services"), the City of Fort Worth ("City") and Contractor
(collectively the "parties") hereby stipulate by evidence of execution of this Addendum
("Addendum") below by a representative of each party duly authorized to bind the parties
hereto, that the parties hereby agree that the provisions in this Addendum below shall be
applicable to the Agreement as follows:
1. Insurance by City: The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by
Governmental Units," is self -insured and therefore is not required to purchase insurance. To the
extent the Agreement requires the City to purchase insurance, the City objects to this provision
and will provide a letter of self -insured status as requested by Contractor.
2. Insurance by Contractor: The Contractor shall carry the following insurance coverage with
a company that is licensed to do business in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -
form provision and shall include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this
Agreement, including owned, non -owned, or hired vehicles, with a combined limit of not
less than $1,000,000 per occurrence.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
3. Professional Liability (Errors & Omissions) in the amount of 1)1,000,000 per claim and
$1,000,000 aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per
the amount required by statute.
5. Technology Liability (Errors & Omissions)
a. Combined limit of not less than $5,000,000 per claim $5 million aggregate or
b. Coverage shall include, but not be limited to, the following:
(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(v) Intellectual Property Infringement coverage, specifically including coverage
for intellectual property infringement claims and for indemnification and legal
defense of any claims of intellectual property infringement, including
infringement of copyright, or trade mark, brought against the City for use of
Deliverables, Software or Services provided by Contractor under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial
General Liability (CGL) policy, a separate policy specific to Technology E&O, or an
umbrella policy that picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Any deductible will be the sole
responsibility of the Contractor. Coverage shall be claims -made, with a retroactive or
prior acts date that is on or before the effective date of this Agreement. Coverage shall be
maintained for the duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage.
6. Any other insurance as reasonably requested by City.
General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its
interests may appear. The term City shall include its employees, officers, officials,
agents, and volunteers in respect to the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
3. Insurers will endeavor to provide Thirty (30) days' notice of cancellation of coverage to
the City. Ten (10) days' notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000
CFW /Form Addendum
Page 2 of 5
Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same
address.
4. The insurers for all policies must be licensed and/or approved to do business in the State
of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best
Key Rating Guide, or have reasonably equivalent financial strength and solvency to the
satisfaction of Risk Management. If the rating is below that required, written approval of
Risk Management is required.
5. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Contractor has obtained all required
insurance shall be delivered to and approved by the City's Risk Management Division
prior to execution of this Agreement.
3. Indemnity: To the extent the attached Agreement requires the City to indemnify or hold
Contractor or any third party harmless from damages of any kind or character, the City objects to
these terms and any such terms are hereby deleted from the Agreement and shall have no force
or effect.
4. Attorneys' Fees, Penalties, and Liquidated Damages: To the extent the attached Agreement
requires the City to pay attorneys' fees for any action contemplated or taken, or penalties or
liquidated damages in any amount, the City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
5. Law and Venue: This Agreement and the rights and obligations of the parties hereto shall be
governed by, and construed in accordance with the laws of the United States and state of Texas,
exclusive of conflicts of law's provisions. Venue for any suit brought under this Agreement shall
be in a court of competent jurisdiction in Tarrant County, Texas. To the extent this Agreement is
required to be governed by any state law other than Texas or venue in Tarrant County, the City
objects to such terms and any such terms are hereby deleted from this Agreement and shall have
no force or effect.
6. Sovereign Immunity: Nothing herein constitutes a waiver of the City's sovereign immunity.
To the extent this Agreement requires the City to waive its rights or immunities as a government
entity, such provisions are hereby deleted and shall have no force or effect.
7. No Debt: In compliance with Article 11 § 5 of the Texas Constitution, it is understood and
agreed that all obligations of the City hereunder are subject to the availability of funds. If such
funds are not appropriated or become unavailable, the City shall have the right to terminate this
Agreement except for those portions of funds which have been appropriated prior to termination.
8. Assignment: To the extent the Agreement addresses the right to assign any rights or interest
in the agreement to another party, such right of assignment shall be reciprocal, and neither party
CFW /Form Addendum
Page 3 of 5
shall have the right to assign or transfer any of its rights or interests in the Agreement without the
express prior written consent of the other party. However, the Contractor shall have the right to
assign the Agreement to any entity in which it is a recognized legal affiliate or subsidiary or
which such entity obtains a majority interest without the consent of the City. However,
Contractor shall give the City at least thirty (30) days written notice of any such assignment or
transfer of interest.
9. Confidential Information: The City is a government entity under the laws of the State of
Texas and all documents held or maintained by the City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that the City maintain records in
violation of the Act, the City hereby objects to such provisions and such provisions are hereby
deleted from the Agreement and shall have no force or effect.
10. Addendum Controlling: If any provisions of the attached Agreement, conflict with the
terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of the City, the terms in this Addendum shall control.
11. Fiscal Funding Limitation: In the event no funds or insufficient funds are appropriated and
budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for
payments due under this Agreement, then the City will immediately notify Contractor of such
occurrence and this Agreement shall be terminated on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,
except to the portions of annual payments herein agreed upon for which funds shall have been
appropriated.
12. Right to Audit: Contractor agrees that the City shall, until the expiration of three (3) years
after final payment under this Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Contractor involving transactions relating to
this Agreement. Contractor agrees that City shall have access during normal working hours to
all necessary Contractor facilities and shall be provided adequate and appropriate workspace in
order to conduct audits in compliance with the provisions of this section. The City shall give
Contractor reasonable advance notice of intended audits.
Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that
the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment
under the subcontract, have access to and the right to examine any directly pertinent books,
documents, papers and records of such subcontractor, involving transactions to the subcontract, and
further, that City shall have access during normal working hours to all subcontractor facilities, and
shall be provided adequate and appropriate work space, in order to conduct audits in compliance
with the provisions of this article. City shall give subcontractor reasonable advance notice of
intended audits.
Executed this the �3 day of n 1 ,20
CFW /Form Addendum
Page 4 of 5
CITY OF FORT WORTH:
By:
Name:Ferf7.1odo Cosj(,�L
Aetirrg Assistant City Manager
Date:
APPROVED/At5 TO FORM AND
By:
Jess
City Attorney
Contract Authorization:
Date Approved
CFW /Form Addendum
Page 5 of 5
l
q1( ,
West Publishing Corporation
By:
�a �• �� c(� �'LJ
[Title]
Date: '�/L� Lk-3LLl)-
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
THOMSON REUTERS
Research Subscriber Agreement
RESEARCH SUBSCRIBER AGREEMENT ("Subscriber Agreement") entered into between "Subscriber" and WEST PUBLISHING CORPORATION, a
Thomson Reuters business ("West") regarding certain West research services, as follows:
1. License Grant. West grants Subscriber a non exclusive, non-
transferable, worldwide, limited license to access and use, in accordance
with the provisions expressly set forth herein, the Data (as defined below),
features, services, remotely -accessed gateways, and other components of
the products named and described in the Agreement (as defined below)
(collectively, the "Product") which may change from time to time. Access to
certain Data may be restricted.
a. Usage. Subject to the restrictions set forth in paragraph 2 (License
Restrictions) below, Subscriber may use the Product(s), including Data (as
defined below) in the regular course of Subscriber's business, legal, and
other research and related work subject to the limitations contained herein.
"Data" means all information and representations of information, including,
but not limited to, graphical representations, and other content made
available to Subscriber through the Product. Subscriber may: (i) display
Data internally; (ii) quote and excerpt from Data (appropriately cited and
credited) by electronic cutting and pasting or other means in memoranda,
briefs, reports, and similar work product created by Subscriber in the regular
course of Subscriber's research and work; and (iii) to the extent not
expressly prohibited by the terms of the Agreement, use Data as permitted
under the fair use provision of the Copyright Act (17 U.S.C.A, § 107).
b. Storage. Subscriber may store, on a matter -by -matter basis,
insubstantial portions of Data in Subscriber's database, maintained in
connection with an active matter being handled by Subscriber in its regular
course of business ("Project Database"). Such database must consist
preponderantly of Subscriber's work product, with access to Data limited to
internal users who have a need to know such information. Subscriber may
maintain Data in the Project Database until the file or case becomes inactive
or until any termination of the Agreement, whichever occurs first. Subscriber
may also store insubstantial portions of Data in accordance with Subscriber's
records retention policies, provided that such policies are in keeping with
Subscriber. Subscriber may also include downloaded Data in briefs
prepared for a specific cause of action for a specific court in an electronic
format. Distribution or dissemination of such downloaded Data in connection
with, or as part of a brief must be limited to the court before which the cause
of action is to be heard, the parties to the cause of action, or their
representatives. All other direct transmission of electronic copies by
Subscriber is prohibited.
2. License Restrictions.
a. Usage Restrictions. Subscriber shall not copy, download, scrape,
store, publish, post, transmit, retransmit, transfer, distribute, disseminate,
broadcast, circulate, sell, resell, license, sublicense or otherwise use the
Data, or any portion of the Data, in any form or by any means except as
expressly permitted by paragraph 1 (License Grant) above, or as otherwise
expressly permitted in writing by West. Subscriber shall not reverse
engineer, decompile, disassemble, or otherwise attempt to discern the
source code of the Products, their components, or any avenue by which
Products are accessed. Subscriber shall not use Data (including printouts or
downloaded Data) as a component of or as a basis for any material offered
for sale, license or distribution to third parties.
b. Compliance with Applicable Law. Subscriber shall not use any
Data and shall not distribute any Data to a third party for use in a manner
contrary to or in violation of any applicable federal, state, or local law, rule or
regulation.
c. Copyright Notices. Subscriber shall not remove or alter any
copyright notices from any saved, downloaded, or otherwise reproduced
Data. Subscriber shall indicate that use of, distribution, and dissemination of
Data is with the permission of West.
sub
process.
ii. West is not a consumer reporting agency, and Subscriber
certifies that it will not use any Data as a factor in establishing
a consumer's eligibility for credit or insurance to be used
primarily for personal, family, or household purposes, for
employment purposes, or for any other purpose authorized
under section 1681b of the Fair Credit Reporting Act (15
U.S.C.A. § 1681b).
12/1/14 SAMInet 910.dot
U
re
un
a
Subscriber acknowledges that access to Regulated Data,
available through the Product, including but not limited to
credit header Data, motor vehicle Data, driver license Data,
and voter registration Data is regulated by state or federal
laws, such as the Gramm Leach Bliley Act ("GLBA"), the
Driver's Privacy Protection Act ("DPPA"), or other state or
federal laws and regulations, or is subject to Contributor
restrictions.
iv. If Subscriber is permitted to purchase motor vehicle records
("MVR Data") from West, without in any way limiting
Subscriber's obligations to comply with all state and federal
laws governing use of MVR Data, the following specific
restrictions apply and are subject to change:
• Subscriber shall not use any MVR Data provided by
West, or portions of information contained therein, to
create or update a file to the end that Subscriber
develops its own source of driving history information.
• As requested by West, Subscriber shall complete any
state forms that West is legally or contractually obligated
to obtain from Subscriber before serving Subscriber with
state MVR Data.
v. Subscriber agrees not to access Regulated Data for any
purpose that is not allowed by the GLBA, by the DPPA, by
any other applicable state or federal laws or regulations, or
that is contrary to any Additional Terms, as defined in
paragraph 5 (Additional Terms) below.
vi. Subscriber represents and warrants that it is the end user of
nless Regulated Data and shall limit use and dissemination of
ated Data solely to the permissible uses stated by
quired Subscrib the application and online (Subscriber's
der Texas "Permissible Use Subscriber agrees to keep confidential
W and shall not disclose any Regulated Data except to
' Subscriber employees in the United States of America whose
duties reasonably require access to such Regulated Data to
carry out Subscriber's Permissible Use.
b. Regulated Data Usage Compliance. West retains the right to
temporarily or permanently block access to certain Data if West, in its sole
discretion, reasonably believes that the Data may be or has been used for an
improper purpose or otherwise in violation of the terms of the Agreement, or
as otherwise required by a Contributor. By accessing Data, Subscriber
acknowledges that from time to time, West and its Contributors and/or
various government entities will require Subscriber to identify a permissible
use (if applicable) and may inquire as to Subscriber's compliance with
applicable laws or the Agreement. Subscriber agrees to reasonably
cooperate with any inquiry, subject to any attorney -client confidentiality.
Subscriber shall immediately report to West any misuse, abuse, or
compromise of Data of which Subscriber becomes aware.
c. Regulated Data Subscriber Credentials. West's provision of
access to Regulated Data is contingent on West's verification of Subscriber's
credentials in accordance with West's internal credentialing procedures.
Subscriber shall notify West immediately of any changes to the information
on Subscriber's application for Services and, if at any time Subscriber no
longer meets such credentialing requirements, West may terminate
Subscriber's access to Regulated Data.
d. Subscriber Responsibility for Use of Regulated Data.
Subscriber recognizes that its access to and use of Regulated Data is
contingent upon complying with its contractual obligations. Except as
otherwise prohibited by law and without waiving any defenses to which it
may be entitled, Subscriber is responsible for all damages due to (i) the
12/1/14
misuse of Regulated Data by Subscriber (or any other party receiving such
Regulated Data from or through Subscriber); and (ii) Subscriber's breach of
any representation, or warranty, or other provision of this Subscriber
Agreement relating to its use of or purpose in using Regulated Data. This
provision shall not be interpreted to impose on Subscriber liability for the
actions of West.
4. Rights in Data. Except for the license granted in this Subscriber
Agreement, all rights, title, and interest in the Product, including Data, in all
languages, formats, and media throughout the world, including all copyrights,
are and will continue to be the exclusive property of West and its
Contributors.
5. Additional Terms. Certain Data, products and features are governed
by specific terms and conditions ("Additional Terms") which are supplemental
to and may be different from those set forth either in this Subscriber
Agreement or elsewhere in the Agreement. All applicable Additional Terms
are available for review at the following locations:
httP://Iegalsolutions.com/westlaw-additional•terms and
httP://Iegalsolutions.com/clear•additionalmterms. In the event of a conflict
between any Additional Terms and terms set forth elsewhere in the
Agreement, the Additional Terms will control.
6. Protection of Personal Information. West and Subscriber
acknowledge that both parties may be required to comply with various
privacy and security requirements, including but not limited to those set forth
in paragraph 3.a. (Regulated Data Restrictions) above, the European Union
Directive on Data Protection (95/46), and all other applicable legal directives
and applicable industry standards (collectively "Privacy Laws") pursuant to
which each party wishes to obtain certain undertakings from the other with
regard to the use and protection of the Personal Information of either party.
For purposes of this Subscriber Agreement, "Personal Information" shall
refer to, without limitation, the following types of information: name, address,
e mail address, age, date of birth, telephone number, fax, social security
number or equivalent or similar government identification numbers,
credit/debit card information, bank account information, logins, passwords, or
medical or health records of an identifiable human being. Each party shall
be responsible for any collection, access, use, and disclosure of Personal
In subject to this Subscriber Agreement. Without limiting the
foregoing, each party shall employ appropriate administrative, physical, and
technical safeguards in order to sufficiently protect the Personal Information
and any information assets and resources in question. Each party shall
Pro notify the other of any event that may result in the unauthorized
collection, access, use, or disclosure of Personal Information subject to this
Subscriber Agreement ("Information Protection Incident"), The parties shall
make reasonable efforts to assist one another in relation to the investigation
and remedy of any such Information Protection Incident claim, allegation,
action, suit, proceeding, or litigation with respect to the unauthorized access,
use, or disclosure of Personal Information. Furthermore, any access to or
use of Personal Information must be in accordance with all applicable law.
No individual shall access records that require a permissible purpose unless
such a purpose exists for such individual. For purposes of its obligations
hereunder, any acts or omissions by the personnel of each party shall also
be deemed to be the acts or omissions of that respective party.
7. Charges and Modification of Charges. Charges payable by
Subscriber for access to Products ("Service Charges") will commence on the
date West processes Subscriber's order. Service Charges will be as stated
in an applicable Special Offer Amendment, or Order Form/Order Notification
SAMInet
to this Subscriber Agreement, the Schedule A Price Plan, or as otherwise
agreed upon in writing by the parties. Schedule A rates may be modified
upon at least 30 days prior notice to Subscriber in writing or online or
pursuant to the terms stated on an applicable Order Form/Order Notification.
Modification of any Service Charges pursuant to this paragraph 7 shall not
be considered as an amendment to this Subscriber Agreement that permits
termination pursuant to paragraph 13(ii) herein. Service Charges are
exclusive of applicable sales, use, value added tax (VAT) or equivalent, ad
valorem, personal property and other taxes, which are the responsibility of
Subscriber. Subscriber will pay all invoices in full within 30 days from date of
invoice. If full payment is not made, Subscriber may be charged interest on
any unpaid balance, not to exceed 1 % per month.
8. Product Software and Internet Based Services.
a. Product Software. West may make available to Subscriber, on a
subscription basis, software for use in connection with the Product. Such
software, including new versions and the accompanying user documentation,
may be referred to collectively as "Software." All Software will be licensed to
Subscriber under a license agreement which will accompany the Software.
By using the Software and taking such other action as may be referenced in
the license agreement as constituting acceptance, Subscriber agrees to be
bound by the terms and conditions of the accompanying license agreement.
If Subscriber does not so agree, Subscriber must return any tangible copies
of the Software in its possession or control.
9. Disclaimer of Warranties. EXCEPT AS SPECIFICALLY PROVIDED
IN THIS SUBSCRIBER AGREEMENT, ANY SCHEDULE, OR LICENSE
AGREEMENT, ALL PRODUCTS, DATA, SOFTWARE, AND INTERNET-
BASED SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF
ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, ACCURACY, OMISSIONS,
COMPLETENESS, CURRENTNESS, AND DELAYS,
10. Limitation of Liability. SUBSCRIBER'S EXCLUSIVE REMEDY AND
WEST'S, ITS AFFILIATES, ANDIOR CONTRIBUTORS' ENTIRE LIABILITY
UNDER THE AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES
RELATING TO PRODUCTS, DATA, SOFTWARE, OR INTERNET BASED
UPON DATA; OR (ii) THE PROCURING, COMPILING, INTERPRETING,
EDITING, WRITING, REPORTING, OR DELIVERING DATA, IN NO
EVENT SHALL WEST, ITS AFFILIATES AND/OR CONTRIBUTORS BE
LIABLE TO SUBSCRIBER FOR ANY LOST PROFITS OR OTHER
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR SPECIAL
DAMAGES RELATING IN WHOLE OR IN PART TO SUBSCRIBER'S
RIGHTS UNDER THE AGREEMENT EVEN IF WEST, ITS AFFILIATES
AND/OR CONTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, FURTHER, WEST SHALL HAVE NO LIABILITY
WHATSOEVER TO SUBSCRIBER FOR ANY CLAIM(S) RELATING IN
ANY WAY TO ANY THIRD PARTY FEATURE, NEITHER WEST NOR
CONTRIBUTORS MAKE ANY WARRANTY THAT ACCESS TO
PRODUCTS AND DATA WILL BE UNINTERRUPTED, SECURE,
COMPLETE, OR ERROR FREE, NOR DOES WEST MAKE ANY
WARRANTY AS TO THE LIFE OF ANY URL OR THIRD PARTY WEB
SERVICE. SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF
PRODUCTS AND DATA ENTAILS THE LIKELIHOOD OF SOME HUMAN
AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES,
INCLUDING THE INADVERTENT LOSS OF DATA. THE DISCLAIMERS
OF WARRANTY AND LIMITATIONS OF LIABILITY SET FORTH IN THIS
SUBSCRIBER AGREEMENT WERE MATERIAL FACTORS IN THE
DETERMINATION OF SERVICE CHARGES.
11.
12. Limitation of Claims. Except for claims relating to Service Charges or
improper use of Products, Data, Software, or Internet Based Services, no
claim, regardless of form, which in any way arises out of the Agreement, may
be made, nor such claim brought, under the Agreement more than one year
after the basis for the claim becomes known to the party desiring to assert it.
effective
12/1/14 SAMInet
910.dot
Agreement immediately upon giving written notice of termination to
Subscriber if Subscriber commits a material breach of any obligation to West
under any other agreement between the parties. Upon any termination of
this Subscriber Agreement, the Product Software licenses shall also
terminate.
14. Effect of Agreement. This Subscriber Agreement along with all
applicable current and future Schedules, Additional Terms, license
agreements, Special Offer Amendment to this Subscriber Agreement or
applicable Order Form/Order Notification (if any), and the like (collectively,
"Agreement") embodies the entire understanding between the parties with
respect to the subject matter of the Agreement and supersedes any and all
prior understandings and agreements, oral or written, relating to the subject
15. Force Majeure. Each party's performance under the Agreement is
subject to interruption and delay due to causes beyond its reasonable
control, such as acts of God, acts of any government, war or other hostility,
civil disorder, the elements, fire, explosion, power failure, equipment failure,
industrial or labor dispute, inability to obtain necessary supplies, and the like.
16. Notices. Except as otherwise provided herein, all notices must be in
writing to West at 610 Opperman Drive, P.O. Box 64833, St. Paul, Minnesota
55164A803, Attention: Customer Service, and to Subscriber at the address
set forth in the applicable Special Offer Amendment or Order Form/Order
Notification,
17. Choice of Law and Jurisdiction.
a. For Non -Government Subscribers Only, The Agreement will be
governed by and construed under the law of the state of Minnesota, U.S.A.
without regard to conflicts of law provisions. The parties agree that the state
and federal courts sitting in Minnesota will have exclusive jurisdiction over
any claim arising out of the Agreement and each party consents to the
exclusive jurisdiction of such courts.
b. For Government Subscribers Only. The Agreement will be
governed by and construed under the law of Subscriber's state. The state
and federal courts sitting in Subscriber's state will have exclusive jurisdiction
over any claim arising from or related to the Agreement and each party
consents to the exclusive jurisdiction of such courts.
18. General Provisions. Neither the Agreement nor any part or portion
may be assigned, sublicensed, or otherwise transferred by Subscriber
uvithout West's prior written consent. Should any provision of the Agreement
be held to be void, invalid, unenforceable, or illegal by a court, the validity
and enforceability of the other provisions will not be affected thereby. Failure
of any party to enforce any provision of the Agreement will not constitute or
be construed as a waiver of such provision or of the right to enforce such
provision. The headings and captions contained in the Agreement are
in for convenience only and do not constitute a part of the Agreement.
West, as used herein, also applies to West Services Inc.
19
12/1/14 SAMInet 910.dot
• • • " .
• . � • • •
,.s� .�v.. m _.. __ � .. a__. �. ,... -�,
DATE: Tuesday, August 04, 2015
LOG NAME: 13P15-0222 ONLINE SVCS DB
REFERENCE NO.: **C-27403
SUBJECT:.
Authorize Execution of a Contract with West Publishing Corporation d/b/a West Government Services
Using a Cooperative Contract for On -Line Subscription Services in the Amount Up to $65,000.00 (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize execution of a contract with West Publishing
Corporation d/b/a West Government Services using a Council on Competitive Government Cooperative
Contract No. CALIR-2010-001 for on-line subscription services in the amount up to $65,000.00.
DISCUSSION:
The Code Compliance Department will use this on-line subscription service for computer assisted legal
and investigative services. Code will access services for title searches, property ownership verification
and driver's license verification. Council on Competitive Government Cooperative (CCG) Contract No.
CALIR-2010-001 will be used to acquire West Publishing Corporation on-line subscription services.
COOPERATIVE PURCHASE -State law provides that a local government purchasing an item under a
Cooperative Purchasing Agreement satisfies state law requiring that the local government seek
competitive bids for purchase of the item. CCG contracts have been competitively bid to increase and
simplify the purchasing power of local government entities across the state of Texas.
PRICE ANALYSIS -Prices under this contract are approximately 11 percent lower compared to the
previous price awarded for October 2009 (City Secretary Contract No. 39482). The Consumer Price Index
(CPI) 12-month median price change for electronic information providers increased 1.33 percent as of
February 2015. Staff has reviewed the CCG contract and concluded that the prices are reasonable based
on the CPI results.
CONTRACT TERM -Upon City Council's approval, the contract will begin on August 5, 2015 and expire
August 31, 2016 to correspond with the term of the CCG contract.
RENEWAL OPTIONS -This contract may be renewed for up to three successive one-year terms in
accordance with the terms of CCG Contract No. CALIR-2010-001. This action does not require specific
City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's
obligations during the renewal term.
M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by the
Purchasing Division and approved by the M/WBE office. In accordance with the BDE Ordinance, because
the purchase of goods or services is from sources where subcontracting or supplier opportunities are
negligible.
Logname: 13P15-0222 ONLINE SVCS DB Page 1 of 2
FISCAL INFORMATION /CERTIFICATION:
The approval of this action provides purchasing authority up to $65,000.00 annually, as specified. The
Financial Management Services Director certifies that funds are available in the current operating budget,
as appropriated, of the Code Compliance Department and that prior to an expenditure being made, the
Code Compliance Department has the responsibility to validate the availability of funds.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
GG01 539120 0231010 $65,000.00
CERTIFICATIONS:
Submitted for City Manager's Office by; Susan Alanis (8180)
Originating Department Head: Aaron Bovos (8517)
Doris Brent (2058)
Additional Information Contact: Jack Dale (8357)
ATTACHMENTS
1. EPLS West Publishinc�pdf (CFW Internal)
2. GG01-5ZZZZZ-023ZZZZ.pdf (CFW Internal)
3. MWBE Waiver.pdf (CFW Internal)
Logname: 13P15-0222 ONLINE SVCS DB Page 2 of 2